OFFERPAD SOLUTIONS INC., DEF 14A filed on 4/24/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Offerpad Solutions Inc.
Entity Central Index Key 0001825024
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022 and 2023, and our financial performance for each such fiscal year:
 
                                               
Value of Initial Fixed $100
Investment Based on:
                         
Year
      
Summary
Compensation
Table Total for
PEO
($)
        
Compensation
Actually Paid to
PEO
($)(1)(2)
        
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)
        
Average
Compensation
Actually Paid
to
Non-PEO
NEOs ($)(1)(2)
        
Total
Shareholder
Return
($)
        
Peer Group
Total
Shareholder
Return
($)(3)
        
Net Income
(Loss)
(thousands)
($)
        
Adjusted
EBITDA
(thousands)
($)(4)
      
2023
 
 
 
 
1,775,885
 
 
 
 
 
2,244,387
 
 
 
 
 
956,946
 
 
 
 
 
415,663
 
 
 
 
 
7.77
 
 
 
 
 
92.30
 
 
 
 
 
(117,218
 
 
 
 
(82,387
 
 
2022
 
 
 
 
7,830,078
 
 
 
 
 
990,131
 
 
 
 
 
1,356,913
 
 
 
 
 
(5,286,494
 
 
 
 
5.23
 
 
 
 
 
68.36
 
 
 
 
 
(148,613
 
 
 
 
(103,796
 
 
2021
 
 
 
 
783,689
 
 
 
 
 
15,051,082
 
 
 
 
 
652,061
 
 
 
 
 
5,856,732
 
 
 
 
 
72.72
 
 
 
 
 
98.95
 
 
 
 
 
6,460
 
 
 
 
 
29,910
 
 
 
(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
 
Year
 
PEO
 
Non-PEO
NEOs
2023   Brian Bair   Michael Burnett, Jawad Ahsan, Benjamin Aronovitch and James Grout
2022   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
2021   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2023, as adjusted as follows:
 
       
2023
 
Adjustments
      
PEO
($)
        
Average
Non-PEO
NEOs
($)
 
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2023  
 
    (1,117,640  
 
    (763,470
Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End  
 
    1,533,870    
 
    213,768  
Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date  
 
    –     
 
    –   
Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from Prior FY End to 2023 FY End  
 
    14,970    
 
    27,134  
Increase for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date  
 
    37,302    
 
    21,341  
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of Prior FY End  
 
    –     
 
    (40,056
Increase based on Dividends or Other Earnings Paid during 2023 prior to Vesting Date  
 
    –     
 
    –   
Increase based on Incremental Fair Value of Options/SARs Modified during 2023  
 
    –     
 
    –   
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2023  
 
    –     
 
    –   
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans  
 
    –     
 
    –   
TOTAL ADJUSTMENTS  
 
    468,502    
 
    (541,283
 
(2)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable
year-end
date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable
year-end
date(s), which utilizes multiple input variables to estimate the probability of satisfying the market condition established for the award, including the expected volatility of our stock price based on the historical
  volatility of our stock price, a risk-free interest rate using the rate of return on U.S. treasury notes equal to the remaining contractual term of the award, and an expected dividend yield of 0% and (iii) for stock options, a Black Scholes value as of the applicable
year-end
or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using updated assumptions as of the revaluation date. We provide information regarding the assumptions used to calculate the valuation of the award in Notes 1 and 12 to the consolidated financial statements included in the Annual Report on Form
10-K
filed on February 27, 2024.
 
(3)
For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Real Estate and Other Financial Services Index (the “Peer Group”), through December 31, 2021, 2022 and 2023, assuming a $100 investment on September 1, 2021.
 
(4)
Adjusted EBITDA is a
non-U.S.
generally accepted accounting principle financial measure, which our management team uses to assess our underlying financial performance. For additional information regarding how Adjusted EBITDA is calculated, please see the section titled “
Cash Incentive Compensation
” in the CD&A above.
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote
(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
 
Year
 
PEO
 
Non-PEO
NEOs
2023   Brian Bair   Michael Burnett, Jawad Ahsan, Benjamin Aronovitch and James Grout
2022   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
2021   Brian Bair   Michael Burnett, Benjamin Aronovitch and Stephen Johnson
   
Peer Group Issuers, Footnote For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Real Estate and Other Financial Services Index (the “Peer Group”), through December 31, 2021, 2022 and 2023, assuming a $100 investment on September 1, 2021.    
PEO Total Compensation Amount $ 1,775,885 $ 7,830,078 $ 783,689
PEO Actually Paid Compensation Amount $ 2,244,387 990,131 15,051,082
Adjustment To PEO Compensation, Footnote
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2023, as adjusted as follows:
 
       
2023
 
Adjustments
      
PEO
($)
        
Average
Non-PEO
NEOs
($)
 
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2023  
 
    (1,117,640  
 
    (763,470
Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End  
 
    1,533,870    
 
    213,768  
Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date  
 
    –     
 
    –   
Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from Prior FY End to 2023 FY End  
 
    14,970    
 
    27,134  
Increase for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date  
 
    37,302    
 
    21,341  
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of Prior FY End  
 
    –     
 
    (40,056
Increase based on Dividends or Other Earnings Paid during 2023 prior to Vesting Date  
 
    –     
 
    –   
Increase based on Incremental Fair Value of Options/SARs Modified during 2023  
 
    –     
 
    –   
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2023  
 
    –     
 
    –   
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans  
 
    –     
 
    –   
TOTAL ADJUSTMENTS  
 
    468,502    
 
    (541,283
   
Non-PEO NEO Average Total Compensation Amount $ 956,946 1,356,913 652,061
Non-PEO NEO Average Compensation Actually Paid Amount $ 415,663 (5,286,494) 5,856,732
Adjustment to Non-PEO NEO Compensation Footnote
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for 2023, as adjusted as follows:
 
       
2023
 
Adjustments
      
PEO
($)
        
Average
Non-PEO
NEOs
($)
 
Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for 2023  
 
    (1,117,640  
 
    (763,470
Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Remain Unvested as of 2023 FY End, determined as of 2023 FY End  
 
    1,533,870    
 
    213,768  
Increase based on ASC 718 Fair Value of Awards Granted during 2023 that Vested during 2023, determined as of Vesting Date  
 
    –     
 
    –   
Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of 2023 FY End, determined based on change in ASC 718 Fair Value from Prior FY End to 2023 FY End  
 
    14,970    
 
    27,134  
Increase for Awards Granted during Prior FY that Vested During 2023, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date  
 
    37,302    
 
    21,341  
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during 2023, determined as of Prior FY End  
 
    –     
 
    (40,056
Increase based on Dividends or Other Earnings Paid during 2023 prior to Vesting Date  
 
    –     
 
    –   
Increase based on Incremental Fair Value of Options/SARs Modified during 2023  
 
    –     
 
    –   
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for 2023  
 
    –     
 
    –   
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans  
 
    –     
 
    –   
TOTAL ADJUSTMENTS  
 
    468,502    
 
    (541,283
   
Compensation Actually Paid vs. Total Shareholder Return  
 
LOGO
   
Compensation Actually Paid vs. Net Income
LOGO
   
Compensation Actually Paid vs. Company Selected Measure  
 
LOGO
   
Total Shareholder Return Vs Peer Group  
 
LOGO
   
Tabular List, Table
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:
 
 
 
Revenue;
 
 
 
Adjusted EBITDA; and
 
 
 
Stock price.
   
Total Shareholder Return Amount $ 7.77 5.23 72.72
Peer Group Total Shareholder Return Amount 92.3 68.36 98.95
Net Income (Loss) $ (117,218,000) $ (148,613,000) $ 6,460,000
Company Selected Measure Amount (82,387,000) (103,796,000) 29,910,000
PEO Name Brian Bair    
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA; and    
Non-GAAP Measure Description Adjusted EBITDA is a
non-U.S.
generally accepted accounting principle financial measure, which our management team uses to assess our underlying financial performance. For additional information regarding how Adjusted EBITDA is calculated, please see the section titled “
Cash Incentive Compensation
” in the CD&A above.
   
Measure:: 3      
Pay vs Performance Disclosure      
Name Stock price    
PEO | Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table For 2023 [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,117,640)    
PEO | Increase Based On Asc 718 Fair Value Of Awards Granted During 2023 That Remain Unvested As Of 2023 Fy End, Determined As Of 2023 Fy End [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,533,870    
PEO | Increase For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of 2023 Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To 2023 Fy End [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 14,970    
PEO | Increase For Awards Granted During Prior Fy That Vested During 2023, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 37,302    
PEO | Total Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 468,502    
Non-PEO NEO | Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table For 2023 [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (763,470)    
Non-PEO NEO | Increase Based On Asc 718 Fair Value Of Awards Granted During 2023 That Remain Unvested As Of 2023 Fy End, Determined As Of 2023 Fy End [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 213,768    
Non-PEO NEO | Increase For Awards Granted During Prior Fy That Were Outstanding And Unvested As Of 2023 Fy End, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To 2023 Fy End [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 27,134    
Non-PEO NEO | Increase For Awards Granted During Prior Fy That Vested During 2023, Determined Based On Change In Asc 718 Fair Value From Prior Fy End To Vesting Date [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 21,341    
Non-PEO NEO | Deduction Of Asc 718 Fair Value Of Awards Granted During Prior Fy That Were Forfeited During 2023, Determined As Of Prior Fy End [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (40,056)    
Non-PEO NEO | Total Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (541,283)